Understanding New GbR Regulations: What You Need to Know

New Changes in Partnerships and Business Entities

• Effective from 1.1224, a new regulation known as mopc will bring changes to partnerships, especially in terms of innovations and important modifications.

• One significant change involves the risk of business split in a GbR (civil law company) when one of the partners also has a GmbH. In such cases, the business property is held in the GbR by both partners, controlled by both individuals, although not necessarily equally.

• It's important to note that in a GbR, voting rights are not determined by company shares, but rather by the number of individuals involved, as per the BGB regulations.

New Changes in Partnerships and Business Entities

Understanding the Unanimity Principle in GbR Contracts

• The unanimity principle in GbR contracts is a crucial aspect that impacts decision-making and control within the company.

• If the unanimity principle is explicitly outlined in the GbR contract, it governs decision-making and control.

• However, if the unanimity principle is not specified in the GbR contract, a new legal situation arises where the principle of unanimity no longer applies in principle and voting rights become dependent on the shares in the company.

• For instance, if one holds 90% of the voting rights and controls the GbR and GmbH, it can lead to significant implications such as business liquidation and taxation of assets.

• Additionally, holding business properties separately in a GbR and renting them to a GmbH, while also holding the majority of shares in the GmbH, can have further legal and financial ramifications.

Understanding the Unanimity Principle in GbR Contracts

Key Points for Partnership Agreement in GbR and GmbH

• Ensure that the partnership agreement for the GbR is signed by the 31st.

• The partnership agreement should specify that the principle of unanimity applies to resolutions, decided based on the number of shareholders, not company shares.

• Avoid dominance in the GmbH and the asset-managing GbR to prevent a potential business split.

• It is recommended to regulate the principle of unanimity in the partnership agreement, as it will then hold true regardless of changes in the law.

Key Points for Partnership Agreement in GbR and GmbH

Partnership Agreement Modification Deadline

• Partnership agreements take priority over general rules in the BGB if not specified.

• Partnership agreements can be adjusted until December 31st, providing an opportunity to make changes.

• It is important to review partnership agreements, especially in cases involving property and legal relationships.

• Seeking professional advice and support is recommended to ensure the accuracy and legality of partnership agreements.

• Adjusting the partnership agreement beforehand can ensure that the property remains private assets and is not part of the business assets.

Partnership Agreement Modification Deadline

Optimizing Tax Management and Sustainable Models for Your Business Structure

• It is crucial to carefully review your tax situation and seek assistance from a professional tax advisor to ensure compliance with the new legal requirements.

• Our team is ready to provide comprehensive advice and guidance, not only on specific tax matters but also on overall tax optimization.

• We specialize in helping businesses implement sustainable tax models tailored to their unique situations and needs.

• You can reach out to us for detailed support in evaluating your tax strategy, updating your business structure, or even establishing a holding structure.

• We are committed to working closely with you to implement the recommended tax strategies and provide ongoing support to address any tax-related concerns.

Optimizing Tax Management and Sustainable Models for Your Business Structure

Conclusion:

The new GbR regulations require careful consideration and proactive adjustments to partnership agreements. Understanding the unanimity principle, modifying partnership agreements, and optimizing tax management are crucial steps for businesses to stay compliant and sustainable. Seek professional advice to ensure accurate and lawful adjustments to your business structures.